UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.       )

BROOKS AUTOMATION, INC.

(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Notice of Annual Meeting of
Stockholders of Brooks Automation, Inc.

Wednesday,Friday, January 30, 201924, 2020

10:00 a.m. Eastern Standard Time,

Four Seasons Hotel Boston, 200 Boylston Street,
Boston, Massachusetts 02116

RECORD DATE: DECEMBER 3, 2018NOVEMBER 25, 2019

The stockholders will also act on any other business as may properly come before the meeting.

How to Vote Your Shares
	You may submit proxies by completing, signing and dating the proxy card and mailing it in the accompanying pre-addressed envelope.		You may submit proxies by telephone until 11:59 p.m. (Eastern Time) on January 29, 201923, 2020 for shares held directly and until 11:59 p.m. (Eastern Time) on January 27, 201921, 2020 for shares held in a Plan by calling 1-800-690-6903. The proxy card includes instructions on submitting proxies by telephone.		You may submit proxies using the Internet until 11:59 p.m. (Eastern Time) on January 29, 201923, 2020 for shares held directly and until 11:59 p.m. (Eastern Time) on January 27, 201921, 2020 for shares held in a Plan by visiting www.proxyvote.com. The proxy card includes instructions on submitting proxies using the Internet.
If you hold shares in a brokerage account, you should follow the instructions provided by your broker to vote your shares by mail, telephone or electronically via the Internet.

All stockholders are cordially invited to attend the Annual Meeting. To ensure your representation at the Annual Meeting we urge you to complete a proxy telephonically, electronically or by mail, if you requested a proxy statement be mailed to you as described in the proxy statement.mail.

By Order of the Board of Directors

JASON W. JOSEPH,
Senior Vice President, General Counsel and Secretary
Chelmsford, Massachusetts
December 14, 201817, 2019

Table of Contents

CORPORATE GOVERNANCE

Board of Directors

The Board of Directors has responsibility for establishing broad corporate policies and reviewing overall performance rather than day-to-day operations. The Board’s primary responsibility is to oversee management and, in so doing, to serve the Company’s and its stockholders’ best interests.interests while also promoting corporate social responsibility. Management keeps the directors informed of our activities through regular written reports and presentations at Board and Committee meetings. The Board has adopted the Corporate Governance PolicyGuidelines that isare publicly available on our website at www.brooks.com. That policy callsThe guidelines call for, among other things, the maintenance of Board leadership that is separate from the Company’s executive leadership, whether that comes in the form of an independent chairman or an independent lead director. The independent chairman presides over the regularly held executive sessions of the Board, noted below, at which the chief executive officer is not present. Each director is required to stand for election annually.

The Board has assessed each of the 10nine nominees for director against the SEC and the Nasdaq Stock Market standards for independence and determined that Messrs. Allen, Martin Pond, and Woollacott, Professor Palepu, Dr.Drs. Rosenblatt and Dr. Wrighton, and Mses. Davis and Zane, nineeight of the 10nine director nominees, meet the general definition of an independent director as defined by the Nasdaq Stock Market. The Board has further determined that all members of the Audit Committee (among others) meet the Nasdaq Stock Market’s stricter definition of independence required for members of an Audit Committee, and determined that each member of the Audit Committee qualifies as an Audit Committee Financial Expert,audit committee financial expert, except Dr. Rosenblatt.

The Board of Directors held eight meetings during the fiscal year ended September 30, 20182019 and took action twice by written consent. Each current director attended at least 75% of the meetings of the Board of Directors and of committees of which he or she was a member held while he or she was a director during the last fiscal year. In connection with each of the Board’s four regularly scheduled meetings, all non-employee members of the Board met in executive session without the chief executive officer being present.

The Board of Directors encourages stockholders to communicate with our senior management and directly with members of the Board of Directors on matters of concern related to our business and affairs. Stockholders who wish to communicate with members of the Board of Directors may do so by the following means:

As a matter of policy, we encourage the directors to attend meetings of stockholders, in person or by telephone. All of the nominees for election as director except for Dr. Rosenblatt, were directors at the time of the last stockholder meeting in January 2018,2019, and all attended that meeting.meeting, except for Mr. Allen and Dr. Rosenblatt.

In accordance with our Corporate Governance Policy,Guidelines, members of the Board are encouraged to periodically attend formal continuing education programs for directors, with a recommended frequency of at least once every threetwo years. The Company supports and encourages Board members to take advantage of director education opportunities. There are many public company director educational venues available, and the Company believes that its Board members should keep current on the fast changing areas of corporate governance and related regulations. The Brooks Board members have participated in, and continue to attend, public company director education venues and many of our Board members hold professional director certifications earned by accumulating from 30 to 150 director education credit hours.

Chairman of the Board

The Board of Directors has elected Joseph R. Martin to serve as chairman of the Board. Under our By-Laws and Governance Policy, theThe chairman assists the chief executive officer in setting the agenda for meetings of the Board of Directors, presides over executive sessions of the Board and performs such other duties as the Board may assign.

Committees of the Board

The Board currently has the following standing committees: an Audit Committee, an Executive Committee, a Finance Committee, a Human Resources and Compensation Committee, and a Nominating and Governance Committee. The following table sets out the Board Committees on which each member of the Board now serves, identifying as well the chair of each committee.

Name of Director

Audit

Executive

Finance

HR & Compensation

Nominating & Governance

Audit

Executive

Finance

Human Resources & Compensation

Nominating & Governance

Non-Employee Directors:

A. Clinton Allen

Robyn C. Davis

Joseph R. Martin(1)

John K. McGillicuddy

Krishna G. Palepu

Kirk P. Pond

Michael Rosenblatt

Alfred Woollacott, III

Mark S. Wrighton

Ellen Zane

Employee Director:

Stephen S. Schwartz

NUMBER OF MEETINGS IN FISCAL 2018

7

9

4

4

4

NUMBER OF MEETINGS IN FISCAL 2019

6

5

4

6

4

	ChairmanChair or Co-chair		Member

Audit Committee

Under the provisions of the Audit Committee charter, the Audit Committee is responsible for the qualifications, independence, appointment, retention, compensation and evaluation of our independent registered public accounting firm and for assisting the Board of Directors in monitoring our financial reporting process, accounting functions, and internal control over financial reporting. It also is responsible for administering our Standards of Conduct and the oversight of “whistle-blowing” procedures, and certain other compliance matters.

A copy of the charter of the Audit Committee is publicly available on our website at www.brooks.com. Under its charter, the Audit Committee must consist of not less than three directors, each of whom meets the stricter definition of independence for members of the Audit Committee under rules of the Nasdaq Stock Market. The Audit Committee currently is composed of Messrs. McGillicuddy (Co-Chair) andMr. Woollacott (Co-Chair)(Chair), Dr.Drs. Rosenblatt and Dr. Wrighton. Mr. Woollacott, Dr. Rosenblatt and Dr. Wrighton, each of whom will each remain on the Committee during fiscal 2019,2020, if reelected by the stockholders and Mr. Woollacott will become the sole Chair of the Committee.stockholders. The Board of Directors has reviewed the qualifications of each member of the Committee and has determined that each of them meets that stricter definition of independence applicable to audit committee members and that Messrs. McGillicuddy andMr. Woollacott and Dr. Wrighton each qualifies as an “audit committee financial expert” as the SEC defined that term in Item 407 of Regulation S-K.

The Audit Committee met on sevensix occasions during fiscal year 20182019 and took no action by written consent. Please also see the report of the Audit Committee set forth elsewhere in this proxy statement.

Executive Committee

The purpose of the Executive Committee is to: (i) permit action on behalf of the Board of Directors between meetings, particularly in those circumstances for which a timely response is required and full Board participation is not reasonably feasible; (ii) assess, review with management, and provide recommendations to the Board of Directors concerning our strategic planning process and the implementation of our strategic plans; and (iii) lead the process by which we and the Board of Directors conduct the ongoing assessment and management of the business risks we face. The Executive Committee may exercise the full powers of the Board when, in their reasoned judgment, the best interest of the Company requires prompt action incompatible with full Board participation, excepting those matters legally requiring the approval of the full Board. Whenever possible, the Executive Committee expects to seek prior full Board approval of limits within which it will exercise its discretion. The charter of the Executive Committee is publicly available on our website at www.brooks.com. The Executive Committee has also been given the responsibility to act for the Board in providing guidance

website at www.brooks.com. The Executive Committee has also been given the responsibility to act for the Board in providing guidance to management concerning the Company’s strategic planning and implementation, as well as taking the lead for the Board in ensuring that the Company implements and employs the processes necessary to understand, address and manage the Company’s business and enterprise risks. The Executive Committee is currently comprised of Messrs. Martin (Chair), McGillicuddy and Woollacott, Professor Palepu, Ms. Zane and Dr. Schwartz, each of whom other than Mr. McGillicuddy, will remain on the Committee during fiscal 2019,2020, if reelected by the stockholders. The Executive Committee met on ninefive occasions during fiscal year 20182019 and took no action by written consent.

Finance Committee

The purpose of the Finance Committee is to assess and provide recommendations to the Board of Directors on the Company’s capital structure, including financial strategies, policies, practices and transactions. Among other things, the Finance Committee recommends how to employ the Company’s cash resources in the best interests of stockholders and assists the management and the Board in the consideration and review of possible strategic transactions. Its purposes do not include the evaluation of financial performance and controls delegated under the charter of the Audit Committee, nor does it preclude direct action by the Board on any issue if the Board so chooses. The charter of the Finance Committee is publicly available on our website at www.brooks.com. The Finance Committee is comprised of Messrs.Mr. Allen (Chair)(Co-Chair) and Ms. Davis (Co-Chair), Mr. Pond, Professor Palepu and Woollacott,Drs. Rosenblatt and Wrighton. Mr. Allen, Ms. Davis, Professor Palepu, and Dr.Drs. Rosenblatt and Wrighton will each of whom will remain on the Committee during fiscal 2019,2020, if reelected by the stockholders, and each of whom meets the definition of an independent director. The Finance Committee met on four occasions during fiscal year 20182019 and took noone action by written consent.

Human Resources and Compensation Committee

The Human Resources and Compensation Committee has overall responsibility for our executive compensation philosophy, evaluates and approves executive compensation including cash bonuses to be issued pursuant to the Company’s Performance-Based Variable Compensation Plan, assists the Board in the discharge of its responsibilities with respect to executive compensation and develops the leadership capabilities of our executives. The Human Resources and Compensation Committee is responsible for the annual compilation of the Chief Executive Officer’s strategic performance objectives and manages his/her annual performance assessment and feedback. Additionally, the Human Resources and Compensation Committee is responsible for planning the succession process for the Chief Executive Officer and the executive staff. It also has been delegated the authority to supervise the administration of our stock plans, and it is required to review and approve the incorporation of our compensation discussion and analysis report in this proxy statement in accordance with SEC rules. The Human Resources and Compensation Committee also approvesreviews all grants to employees under our stock plans and recommends the ratificationapproval of those grants by the full Board of Directors. Actual grants under those plans must be approved by the full Board as well as the Committee as set forth in the Governance Policy. The Human Resources and Compensation Committee is authorized to retain independent advisors to assist it in fulfilling its responsibilities. Under its charter and the requirements of the Nasdaq Stock Market, the Human Resources and Compensation Committee must consist of at least three directors, each of whom satisfies certain requirements of the securities and other laws and satisfies the independence requirements of the Nasdaq Stock Market. The charter of the Human Resources and Compensation Committee is publicly available on our website at www.brooks.com. The Human Resources and Compensation Committee is currently comprised of Ms. Zane (Chair), Mr. Pond and Ms. Davis. Ms. Zane and Ms. Davis each of whom will remain on the Human Resources and Compensation Committee during fiscal 2019,2020, if reelected by the stockholders. Mr. Martin is expected to join the Human Resources and Compensation Committee following the annual meeting, if reelected by the Stockholders. Each of these Human Resources and Compensation Committee members meets the definition of an independent director and the other requirements for membership.

The Human Resources and Compensation Committee met on foursix occasions during fiscal year 20182019 and took no action by written consent.

Please see also the report of the Human Resources and Compensation Committee set forth elsewhere in this proxy statement.

Human Resources and Compensation Committee Interlocks and Insider Participation

None of the members of the Human Resources and Compensation Committee is or was formerly an officer or employee of the Company, and no executive officer serves on the board of directors of any company at which any of the Human Resources and Compensation Committee members is employed.

Nominating and Governance Committee

The purpose of the Nominating and Governance Committee is to: (i) identify, review and evaluate candidates to serve as directors; (ii) serve as a focal point for communication between such candidates, the Board of Directors and our management; (iii) make recommendations to the full Board with respect to Board candidates to be elected by the stockholders or appointed by the Board; (iv) evaluate and make recommendations to the Board on a set of corporate governance and ethics principles; (v) periodically review and evaluate our governance and ethics policies and guidelines; (vi) evaluate and make recommendations to the Board concerning the structure, responsibilities and operation of the Committees of the Board; (vii) make recommendations to the Board concerning Board meeting policies; and (viii) make recommendations to the Board concerning the compensation of members of the Board and any Committees of the Board.

Under its charter, as supplemented by the rules of the Nasdaq Stock Market, the Nominating and Governance Committee must consist of not less than three members, each of whom satisfies the independence requirements of the Nasdaq Stock Market. A copy of the

Board Leadership Structure

The Company’s Corporate Governance Policy,Guidelines, as set out on the Company’s corporate web site under “Company” and “Investors” and “Corporate Governance”, provides that there will always be independent leadership of the Board. In accordance with the Policy, the Board may select the chief executive officer to also serve as Board chairman, but its current practice is to have an independent director serve as chairman. The

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of November 30, 201825, 2019 with respect to the beneficial ownership of Common Stock by each current director and each executive officer named below in the Summary Compensation Table under “Compensation Tables for Named Executive Officers-Summary Compensation Table”, who we refer to as the “named executive officers”, all current executive officers and directors as a group, and each person known by us to be the beneficial owner of 5% or more of the Common Stock. Except as indicated below, this information is based upon information received from, on behalf of or filed with the SEC by the named individuals.

PROPOSAL NO. 1  ELECTION OF DIRECTORS

At the 20192020 Annual Meeting, 10nine directors are to be elected to serve until the 20202021 annual meeting of stockholders and until their successors have been duly elected and qualified. The nominees for election at the 20192020 Annual Meeting are listed on the following pages with brief biographies. They are all currently Brooks directors. John K. McGillicuddy, a current director, informed the Company that, in consideration ofIn connection with the Company’s guideline director retirement age of 75 he did not wish to stand for re-election and thereforeyears, Kirk P. Pond, a current director, is not a nominee for electionreelection at the Annual Meeting. There is no nominee to fill Mr. McGillicuddy’sPond’s seat at this election. Therefore, upon the completion of the election of directors at the Annual Meeting, the size of the Board will be reduced to 10nine members.

Director Qualifications

In its Corporate Governance PolicyGuidelines and in the charter of the Nominating and Governance Committee, the Board has set out both broadly and in specific terms the qualifications sought when considering non-employee director candidates. At the highest level, as set out in the Board’s Corporate Governance Policy,Guidelines, these include a high degree of business experience, the consistent exercise of the highest ethical standards, and a continuing commitment to the best practices of corporate governance. The Board and the Nominating and Governance Committee also assess a candidate’s independence as defined under SEC and Nasdaq rules.rules and other applicable standards. The emphasis throughout the process of identifying, nominating and evaluating candidates for the Board and members of the Board following their election is to produce a group of directors that function effectively as a leadership team. It is considered important not only to bring together directors with a variety of skills in diverse areas, but also to ensure that those directors function well together. Within this framework, the charter of the Nominating and Governance Committee includes specific criteria as essential in helping to ensure that the Board possesses the strength that is derived from having a variety of appropriate skills and experience. Those criteria are: proven leadership and management experience as chief executive officer or chairman of a public company or other large, complex organization; financial expertise; experience in technology, manufacturing or marketing; international background; diversity; expertise resulting from significant academic or research activities; and experience on one or more boards of significant public, private or non-profit organizations. It is the practice of the Nominating and Governance Committee and the Board in nominating and evaluating candidates for the Board to take into account the overall experience represented on the Board, all as part of the process of endeavoring to ensure that the Board functions at all times as an effective team. The Nominating and Governance Committee and the full Board review their effectiveness in balancing these considerations when assessing the composition of the Board.

While the Board has not adopted a formal policy concerning diversity, it does believe, as noted above, that it must take advantage of the strength derived from having a variety of skills, experience and unique individual backgrounds represented among its members. The Brooks Board is composed of a diverse group of leaders in their respective fields. Many of the current directors have leadership experience at major domestic and international companies with operations inside and outside the United States, as well as experience on other companies’ boards, which provides an understanding of different business processes, challenges and strategies. In some cases they have occupied chief executive officer and other leadership roles in internationally focused companies or institutions in the markets that Brooks serves or related markets. Other directors have experience as professors and leaders at internationally recognized academic institutions or as accounting professionals operating at the highest level of the independent accounting profession, each of whom brings unique perspectives to the Board.

An affirmative vote of a plurality of votes properly cast, in person or by proxy, is required for the election of each of the nominees. Broker non-votes will have no effect on the voting outcome with respect to the election of directors.

DIRECTOR NOMINEES

Information on Nominees

Following is certain information with respect to the 10nine nominees, in each case setting forth the particular experience, qualifications, attributes and skills of each director nominee that led the Board to conclude that such person should serve as a director of Brooks.

Director Since October 2003     Age 7475	A. Clinton Allen
	Nominee Information Mr. Allen is chairman and chief executive officer of A.C. Allen & Company, an investment banking consulting firm, and principal of the American College of Corporate Directors, an organization that provides educational and other services to public company directors, chief executive officers and corporate counsel. From 1989 to 2002, Mr. Allen served as vice chairman of the board of Psychemedics Corporation, a biotechnology company with a proprietary drug testing product, and as chairman of the board of Psychemedics from 2002 to 2003. Mr. Allen rejoined the board of Psychemedics in 2015. Mr. Allen is currently the non-executive chairman and a director of Collectors Universe, Inc., a third-party authentication and grading service for high-value collectibles. He also serves as lead director of LKQ Corporation, a supplier of recycled OEM automotive parts. He also served as the non-executive chairman and a director of Collectors Universe, Inc., a publicly traded company that provides third-party authentication and grading service for high-value collectibles, until December 2018. Mr. Allen holds an Executive Master Professional Director Certification from the American College of Corporate Directors.     Qualifications The Board of Directors has concluded that Mr. Allen should continue to serve as a director of the Company because of his broad-based investment banking and financial market expertise, which enables him to provide the Company and the Board with valuable insights in both merger and acquisition analysis and in the approach to capital markets generally, as well as his leadership experience serving as chairman and director for diverse publicly traded companies. The Board has also determined, in light of the Company’s guideline retirement age of 75, after reviewing Mr. Allen’s specific qualifications and experience, his contributions to the Company and the Board and the matters likely to be addressed by the Board during the year, as well as the overall Board succession planning, that it is in the best interests of the Company to nominate Mr. Allen for re-election to the Board.

Director Since June 2013     Age 5758	Robyn C. Davis
	Nominee Information Ms. Davis has been managing director of AngelHealthcare Investors, LLC, an early-stage private equity investment group focused on medical devices, life sciences and specialty pharmaceutical companies, since 2000. Prior to AngelHealthcare, Ms. Davis was a director of the merchant banking services practices for Barents Group, LLC, and a strategy consultant at Bain & Company. Ms. Davis currently serves as a director of SC Repco, Inc., a privately-held company that represents the interests of the former shareholders of Smart Cells, Inc., which was acquired by Merck & Co. in 2010. Ms. Davis also serves as a director of two early-stage, privately-heldprivately held healthcare companies, Akston Bioscience Corporation and CRA Health, LLC. Ms. Davis holds an Executive Masters Professional Director Certification from the American College of Corporate Directors.     Qualifications The Board of Directors has concluded that Ms. Davis should continue to serve as a director of the Company because of her extensive business experience, particularly with early stage life sciences companies, and her banking and finance expertise.

Director Since May 2012     Age 6768	Ellen M. Zane
	Nominee Information Ms. Zane is serving as CEO Emeritus and vice chair of the board of trustees at Tufts Medical Center & Floating Hospital for Children, and from 2004 to 2011, she served as its president and chief executive officer. From May 1994 to January 2004, Ms. Zane served as Network President for Partners Healthcare System, a physician/hospital network sponsored by the Harvard affiliated Massachusetts General Hospital and Brigham and Women’s Hospital. Prior to 2004, Ms. Zane served as chief executive officer of Quincy Hospital in Quincy, Massachusetts. Ms. Zane is also currently a member of the board of directors at Boston Scientific Corporation, a publicly traded worldwide medical devices provider, Haemonetics Corporation, a publicly traded worldwide medical devices provider since January 2018 and previously from 2012 to 2016, Fiduciary Trust Company, a privately owned wealth management company, AgNovos Healthcare, LLC a privately-heldprivately held medical device company, focused on bone health, and nThrive, a privately owned healthcare revenue cycle management company . Ms. Zane previously served as a director of Lincare Holdings Inc. until August 2012, Press Ganey until October 2016, Century Capital Management until June of 2017 and Parexel International Corporation until September 2017. Ms. Zane holds a Professional Director Certification from the American College of Corporate Directors.     Qualifications The Board of Directors has concluded that Ms. Zane should continue to serve as a director of the Company because of her executive experience in the health care industry, including as the chief executive officer of a large medical center, in addition to her substantial experience as a director at other public companies.

Pending Legal Matters

In January 2009, the chairman of Satyam Computer Services disclosed a series of fraudulent transactions that resulted in an overstatement of Satyam’s assets and revenue. As a result of subsequent investigations by the Special Fraud Investigation Office (“SFIO”), an investigative agency of the Indian government, various proceedings were brought in India in 2009 against Satyam involving allegations of fraud, substantial overstatements of revenues, profits and assets, as well as violations of sections of India’s criminal and corporate statutes. SFIO produced a report relating to these matters alleging a series of violations of the Companies Act, 1956, of India (the “Companies Act”) by the former directors of Satyam. In December 2009, SFIO filed complaints with respect to two of these allegations naming Professor Palepu and other Satyam directors. These complaints relate to Satyam’s alleged failure to properly identify highly paid employees in reports required by the Companies Act and failure to obtain prior approval from the government of India for consulting fees paid to Professor Palepu even though such fees were approved by Satyam’s shareholders. In December 2014, the court in India hearing the complaints filed by SFIO issued its decision finding that Satyam violated the applicable provisions of the Companies Act and ordered each Satyam director, including Professor Palepu, to pay a fine of 20,000 Rupees (approximately $285) for the failure of Satyam to file reports identifying highly paid employees. In addition, the court found that Satyam violated the Companies Act by failing to obtain governmental approval of the consulting fees paid to Professor Palepu and ordered Professor Palepu to pay a fine of 500,000 Rupees (approximately $7,000) and return the consulting fees previously paid to him in the amount of 26,600,000 Rupees (approximately $376,000). Professor Palepu has appealed the decision with respect to both allegations, and he has informed the Board of Directors that he believes the allegations lack merit and that he intends to continue to assert his defenses vigorously.

Professor Palepu has also been named as a respondent to a petition brought in January 2009 before the Company Law Board of the Indian government and another petition filed in a civil court in January 2009 by Mahindra Satyam, successor to Satyam, both arising out of the same facts. The civil court petition is seeking 2.67 billion Rupees (approximately $37.6 million) in damages. Both of these actions are still pending.

COMPENSATION OF DIRECTORS

The following table sets forth the total compensation paid or accrued during the fiscal year ended September 30, 20182019 to each of our non-employee directors.

Director Compensation Table

Fiscal Year 20182019

Dr. Schwartz is not included here, having only received compensation as an employee during fiscal 2018.2019. His compensation is discussed below under Executive Officers - Summary Compensation Table.

Compensation Policy

The following annual cash compensation is paid to our non-employee directors on a quarterly basis (pro-rated for the portion of any fiscal year in which the non-employee director provides service):

The Board of Directors has previously approved equity ownership guidelines for non-employee directors, which require each non-employee director to own over time shares of our Common Stock having a market value of at least $300,000. The target ownership amounts are subject to adjustments based on changes in the market price for our Common Stock. The Nominating and Governance Committee intends to monitor the policy over the coming years. As of September 30, 2018,2019, each of the non-employee directors, except Dr. Rosenblatt who joined the Board in September 2018, has exceeded the target ownership amount. The Board may at any time revoke or modify the policy.

The Nominating and Governance Committee and the full Board reviewsreview director compensation periodically in light of business and market conditions and such other factors as they deem appropriate. ThereIn 2019, based on an analysis of our director compensation program conducted by Pearl Meyer & Partners (“Pearl Meyer”), an independent compensation consultant, the Nominating and Governance Committee recommended the following changes to our director compensation program which were no changes made to Director compensation in fiscal year 2018.reviewed and adopted by the Board of Directors:

Deferred Compensation Plan

Non-employee directors may elect to defer receipt of their stock in exchange for a credit, in restricted stock units, to a deferred RSU account. Non-employee directors may also elect to defer all or a portion of their cash compensation pursuant to the Company’s Deferred Compensation Plan. No directors deferredMs. Davis elected to defer cash compensation in 2018.2019. In general, directors must make these deferral elections by the end of the calendar year preceding the date of the grant of the shares. Directors who make a deferral election will have no rights as stockholders of the Company with respect to amounts credited to their deferred RSU account. An amount equal to the cash dividends that would be paid on the number of shares equal to the number of RSUs credited to the director’s deferred RSU account will be converted into additional RSUs based on the closing price of the Company’s stock on each dividend record date. Payment of RSUs credited to the deferred RSU account will be made in a lump sum in an equal number of shares of unrestrictedfully vested common stock at the time specified in the director’s deferral election, but no later than as soon as administratively feasible following the director’s termination of Board service. The table below sets forth the total number of deferred stock awards held by each non-employee director as of September 30, 2018.2019.

Indemnification Agreements

We have entered into indemnification agreements with each of our directors and anticipate that we will enter into similar agreements with any future directors. Generally, the indemnification agreements are designed to provide the maximum protection permitted by Delaware law with respect to indemnification of a director.

The indemnification agreements provide that we will pay certain amounts incurred by a director in connection with any civil or criminal action or proceeding, specifically including actions by or in our name (derivative suits) where the individual’s involvement is by reason of the fact that the director is or was a director or officer. Such amounts include, to the maximum extent permitted by law, attorney’s fees, judgments, civil or criminal fines, settlement amounts, and other expenses customarily incurred in connection with legal proceedings. Under the indemnification agreements, a director will receive indemnification unless the director is adjudged not to have acted in good faith and in a manner the director reasonably believed to be in the best interests of Brooks.

EXECUTIVE OFFICERS

Mr. David F. Pietrantoni was appointed Principal Accounting Officer and Corporate Controller in June 2013. Since joining Brooks in 2006, he has held various financial leadership positions, including Vice President, Finance and Division Chief Financial Officer. Prior to joining Brooks, Mr. Pietrantoni spent six years in various financial leadership roles at SPX Corporation and Standex International Corporation.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Our executive compensation program is built on a foundation of pay for performance, which we continually evolve to maintain the appropriate alignment. Our shareholders have benefited from the successful execution of our business strategy and continue to express support for our pay programs that we believe are strongly aligned to theour business strategy and provide appropriate incentives and recognition for our executives to perform. For the thirdfourth consecutive year we received support from over 99% of our shareholders who voted at our 2018January 2019 Annual Meeting to approve our “say on pay”“say-on-pay” proposal.

Our current design and structure of the executive paycompensation program hashave been consistent and focused for several years and we anticipate this to continue. This past year, our Human Resources and Compensation Committee undertook a comprehensive review of the design and metrics of our incentive plans to assure alignment with our business strategy. The results of this review, discussed further below, affirmed our belief that our incentive plans are strongly aligned to our business strategy. In this Compensation Discussion and Analysis we describe the material elements of our Fiscal 20182019 compensation for the following named executive officers:

Shareholder Outreach and Engagement

In Fiscal 2018,2019, we continued our practice of inviting many of our larger shareholders to discuss our pay programs and practices. These sessions were led by our Chairman of the Board and our ChairmanChair of the Human Resources and Compensation Committee, or HRC Committee, and inCommittee. In addition to receiving investorshareholder feedback, we engaged their perspectives on topical executive pay issues to assist in guiding the ongoing management of our executive compensation program. This year, the investorsshareholders we spoke with were asked to provide their input on:

As in prior years, many of the shareholders contacted indicated that no discussion or meeting was necessary. The several shareholders who accepted our invitation were complimentary of our executive paycompensation program while askingand asked insightful questions around a specific pay elementelements or design. As in prior years, many of the shareholders we contacted indicated that no discussion or meeting was necessary. Shareholders who did engage with us also used the discussion opportunity to comment on other governance matters. The feedback from our outreach efforts is provided to the rest of the HRC Committee and the full Board. No substantive changes to the executive paycompensation program were recommended by the shareholders when we spoke with.spoke.

We intend to maintain an ongoing dialogue with our shareholders to ensure that our payexecutive compensation program continues to take their views into consideration. We encourage our shareholders to provide us with feedback on our executive compensation program and governance.governance matters. To facilitate thatthis process we have established a link to provide feedback on the investor section of our website. Please visit http:https://www.brooks.com/company/investors/brooks.investorroom.com/shareholder-feedback.

Fiscal 20182019 Company Performance and Financial Highlights

We believe that our business strategy is provingcontinues to prove its value and sustainability and we remain committed to continuing our internal and acquisition related investments to further our growth. During Fiscal 2018 was a very successful and productive year for the Company2019 we accelerated our transformation strategy as we demonstrated continued operatingwelcomed GENEWIZ to our company and strategic agility. Our strategy to focusdivested our Semiconductor Cryogenics business.¹ Even with the significant work associated with completing these two transactions, we remained focused on technology-advantaged high growth, high value automation opportunities has been central to the improved performance of our semiconductorongoing business and we have solidified a strongcontinued to deliver exceptional growth in capturing market position over these past few years with both Tier 1share across our business lines while advancing our technology and Tier 2 equipment makers as well as end-user chip makers. This has enabled us to create a broader customer and application base, and build strongermarket leadership positions in Asia. In Life Sciences we have created a unique value platform ineach of the management of samples for pharmaceuticalsemiconductor and life sciences companies, research and academic institutions, and myriad startup ventures who now have a means to manage faster trials without having to create their own sample management infrastructure. With the recent addition of GENEWIZ to our offerings, we now have a tremendous capability for providing value-added genomic analysis across a wide spectrum of offerings. Following are some financial highlights from Fiscal 2018.markets.

In Fiscal 2019, we continued to capture market share in the Semiconductor Solutions Group with well over 100 design-in-wins; both the Sample Management and GENEWIZ businesses continued their revenue growth while adding hundreds of new customers; we managed our balance sheet during the GENEWIZ and Semiconductor Cryogenics transactions; and we spent most of the year preparing for a global system upgrade in managing our business through the Oracle cloud.

In concluding another transformative year that we believe has set the foundation for increased growth and profitability, our achievements for Fiscal 2019 include:

Adjusted Gross Margin, Adjusted EPS and Adjusted Operating Income are non-GAAP financial measures. An explanation of the adjustments to our GAAP financial measures used in this proxy statement and a reconciliation of the adjusted financial measures to the comparable GAAP financial measures are included in Appendix A to this proxy statement.

Fiscal 20182019 Company Performance and Financial Highlights

Our long-term financial model that we share with our investors and stockholders forms the basis for our annual performance targets. The chart below shows the alignment between financial performance and CEO pay over the last five years.

Our long-term financial model that we share with our investors and shareholders forms the basis for our annual performance targets. The chart below shows the alignment between financial performance and CEO pay over the last four years.

In the final quarter of Fiscal 2018, we announced two transactions consistent with our overall corporate strategy to transform our Company.company. We entered into an agreement to sell our Semiconductor Cryogenics product linesbusiness that areis part of our Semiconductor Solutions segment to Edwards Vacuum LLC (a member of the Atlas Copco which is currently pending regulatory approvals.Group). Additionally, we announced our agreement to acquire GENEWIZ, a leading provider of genomics services based in New Jersey and Suzhou, China. The GENEWIZ acquisition closed on November 15, 2018. The divestiture of the Semiconductor Cryogenics business closed on July 1, 2019.

Pay for Performance Alignment

We have focused on the alignment of the pay of our executive leadership team with the Company’sour performance against certain core business metrics. These metrics, which are incorporated into our incentive compensation plans, are chosen to coordinate with our financial and strategic objectives and to appropriately balance our short- and long-term goals. Our performance goals are designed to incentincentivize building a business with resilience and growth capability with an eye to long-term sustainable growth. We believe the goals are aggressive but achievable.

The chart below shows the strong alignment between our business strategy and our cash (PBVC)(or Performance-Based Variable Compensation Plan, sometimes referred to as our PBVC) and equity (LTIP)(or Long-Term Incentive Plan, sometimes referred to as our LTIP) incentive plans for Fiscal Years 20172018 and 2018.2019.

Executive Compensation Program Framework

Philosophy and Objectives

Our executive compensation program is intended to reward our senior leadership team for achieving performance that is directly tied to our annual operating and longer termlonger-term strategic plans and is designed to create value for our shareholders. We believe that our plan structure clearly aligns our reward outcomes with the interests of our shareholders, andas reinforced by our dialogue with shareholders over the last several years reinforces this position.years.

We have identified strategic business imperatives and designed our executive compensation programs in a manner that we believe provides appropriate incentives for management to work toward our mutually beneficial goals.

We do not define specific percentages of fixed, variable, and long-term compensation for our executives. We designed our executive pay program to provide base compensation that is competitive with our peer group along with the opportunity to earn variable pay when justified by financial performance. Our pay for performance design emphasizes “at-risk”, that is, variable compensation which is paid for thebased upon achievement of strategic accomplishments that are directly tied to increasing shareholder value.

Strong Governance and Pay Practices

We believe that our executive compensation program supports our business strategies and talent management objectives and is consistent with governance best practices that serve our shareholders’ long-term interests. The following are some of the highlights of our program design and pay practices:

What We Do		What We Don’t Do
	Maintain robust stock ownership guidelines		No above-median pay benchmarking
	Maintain robust clawback provisions		No gross-up provisions
	Provide for double-trigger change-in-control benefits		No pension plans or other post-employment benefit plans
	Consult with an independent compensation consultant		No executive perquisites
	Conduct an annual risk assessment		No severance multipliers in excess of 3 times total pay
	Conduct an annual review of pay levels		No dividends on RSUs until they vest
	Conduct evaluations of performance goal rigor		No hedging or pledging of Companyour stock
	Solicit shareholder input and incorporate their feedback
	Require minimum vesting periods on equity awards

Key Components of Compensation

Our executive compensation program consists of three components: base pay; annual cash incentive under our performance-based variable compensation (PBVC) plan;Performance-Based Variable Compensation Plan, or PBVC; and annual equity awards under our long-term incentive plan (LTIP).Long-Term Incentive Plan, or LTIP.

In allocating total direct compensation among these three components, we seek to provide competitive levels of fixed compensation (base pay and time-based RSUs) and, through annual and long-term variable incentives, provide opportunity for additional compensation where aggressive but achievable performance objectives are met. For Fiscal 2018,2019, our CEO’s and other named executive officers’ target pay mix emphasized variable at-risk pay opportunities as illustrated below:

Determining Executive Compensation

The HRC Committee is responsible for developing and administering the compensation program for executives as illustrated in the chart below. All HRC Committee pay recommendations are submitted to the non-employee directors of the Board for final vote and approval. The HRC Committee is composed of at least three members, all of whom are independent directors. Ms. Ellen M. Zane is Chair of the HRC Committee having been appointed in February 2015, and she is currently joined on the HRC Committee by Mr. Kirk P. Pond and Ms. Robyn C. Davis.

Each year our CEO, with the assistance of our Human Resources department, makes annual recommendations to the HRC Committee regarding the salaries, incentive payments and equity grants for key employees, including all executive officers other than himself. The HRC Committee also holds executive sessions that are not attended by members of management. The HRC Committee makes recommendations to the non-employee directors on each element of our CEO’s compensation, as well as other significant aspects of the Company’sour executive paycompensation programs, for final approval by our full board.Board. The recommendations of the HRC Committee typically include the following:

The information provided by Pearl Meyer is supplemented by compensation survey data purchased by the Company from Radford Executive Survey, which is used to gauge the market competitiveness of our senior executive pay.compensation.

We believe the Fiscal 20182019 peer group has balance between revenue and market capcapitalization for size and maintainsincludes a sizable presence of life sciences companies or those offering life science products. This growing number of peer group companies with life sciences products is reflective of the evolving strategic focus of the Company.

The following chart contains a list of the companies in our Fiscal 2018 and 2019 peer groups.

The following chart contains a list of the companies in our Fiscal 2017 and 2018 peer groups.

Fiscal Year 20182019 Executive Compensation Program

Based on Pearl Meyer’s competitive assessment and the HRC Committee’s review of each executive’s scope of responsibility and individual performance, the HRC Committee set target pay levels for the CEO and our other executive officers that were in accordance with our paycompensation philosophy.

The outcomes of our Fiscal Year 20182019 executive compensation program can be summarized as follows:

Base Salary

The HRC Committee reviews salaries annually and normally implements any adjustments effective January 1, with occasional mid-year adjustments for off cycle events such as promotions. The HRC Committee considered the market competitive positioning of the CEO and other named executive officers and recommended that base salaries be increased for each Executive Officer.of our named executive officers other than Mr. Tenney. The following table lists base salaries for the last two fiscal years for the CEO and our other named executive officers.

FISCAL YEAR END BASE PAY

Executive Pay Increases (all effective January 1, 2019)

Stephen S. Schwartz - President and Chief Executive Officer

FISCAL YEAR END BASE PAY

Lindon G. Robertson -Executive Pay IncreasesVice President (all effective January 1, 2018) and

Stephen Schwartz - Chief Financial President and Chief Executive Officer

Lindon Robertson - Chief Financial Officer

Maurice Tenney -Guojuan (Amy) Liao, President Brooks Life SciencesGENEWIZ

David E. Jarzynka - President,, Brooks Semiconductor Solutions Group

David C. Gray - Senior Vice President, Chief Strategy and New Business Officer

Annual Cash Incentive Fiscal Year 2018for Fiscal 2019 – Performance-Based Variable Compensation (PBVC)

Each year the HRC Committee, with management, reviews the annual operating plan to determine the critical financial metrics and goals that, when achieved,they believe will drive shareholder value.value when achieved. For Fiscal 2018,2019, the HRC Committee voted to retain the Revenue, Adjusted Gross Margin and Adjusted Earnings per ShareEPS metrics for the PBVC as they remaineach is aligned to the Company’s emphasis on accelerating profitable growth.

In reviewing the metrics and goals, the HRC Committee was guided by the following:

The HRC Committee met over several sessions and engaged our compensation consultant to review Brooks’ and itsour (and our peer group’sgroup’s) historical achievement levels on the proposed metrics to assureensure appropriate rigor in the goal setting.setting these goals. The consultant’s report concluded as follows for bothnoted that because of the annual PBVC Plansignificant transformation of our business during Fiscal 2019 that includes the sale of the Semiconductor Cryogenics business and the equity-based Long Term Incentive Plan (LTIP).purchase of GENEWIZ, Pearl Meyer was more limited in deploying certain methodologies historically used to evaluate the rigor of our performance goals. Nevertheless, based on its independent assessment, Pearl Meyer concluded that the Fiscal 2019 incentive compensation performance goals were of appropriate rigor reflecting:

201Fiscal 82019 PBVC Financial Performance Goals

Our Fiscal 2019 PBVC metrics and goals were key performance measures that anticipated continued growth in our Semiconductor Solutions Group and Life Sciences segments, despite a cyclical softening within the semiconductor industry. The goals for the Fiscal 2019 PBVC included one quarter of the results from our Semiconductor Cryogenics business, as the sale was originally anticipated to close in the second quarter of Fiscal 2019. The goals also included 10.5 months of the results from GENEWIZ as we acquired GENEWIZ on November 15, 2018.

Annual Revenue:

Adjusted Gross Margin:

Adjusted Earnings Per Share:EPS:

Fiscal 20182019 Corporate PBVC Plan Results